Wind Beneath Eagle's Wings
by badboylover24
Summary: Story 3 of my True to Your Heart series. Ruber's Gryphon has been chosen by Discord to help him capture Celestia so he can woo her. To do so, he must win a certain rainbow pegasus' trust. But what if the Gryphon falls in love with her for real?
1. The Gryphons 2nd Chance

**Wind Beneath Eagle's Wings**

**Summary****:** A MLP: FiM/QfC romance crossover. Discord plans another plot to catch and woo Princess Celestia: have someone gain access to her. To do so, he convinces Lionwing (the Gryphon from _Quest for Camelot_) to get to Rainbow Dash. But will Lionwing have a change of heart for Rainbow and risk defying his new master? All characters belong to their respected movies, which belong to their respected owners, not me!

**Ch.1: The Gryphon's Second Chance**

Within the Forbidden Forest, one lone creature lies in the soft, green grassy floor. It is the Gryphon of the late Ruber, the tyrant knight who came so close to bringing Camelot to its knees. The magnificent creature knows far too well that his master is now gone, obliterated by the ever pure magic of Excalibur and the stone from whence it came. All thanks to Kayley, the daughter of Sir Lionel whom Ruber killed years ago, and her friends: the blind warrior Garrett who was taught under Lionel after loosing his sight; the two-headed dragon Cornwall and Devon; and the silver-winged falcon Ayden.

Now the Gryphon is alone, a complete mess. His magnificent wings are black and charred from Devon and Cornwall's dragon fire. Said fire had also burnt the feathers off his body, leaving bare patches to reveal the bruises from Ruber's abusive beatings. And the Gryphon's spirit was also broken, destroyed along with his master. Now he is alone.

"Alone…" Tears streamed down his magnificent face at the word. He has always been alone: no family, no friends, and no lover. All he had was his master Ruber and his allies in his mechanical army. Now they are all gone, defeated by Kayley and her band of heroes.

_How I wish I could be with someone again, _he thought, _someone who would accept me._ He sniffed before burying his face into his front legs.

"What I wouldn't give," he sobbed, "for a new master…" Servitude was all that the poor creature knew that would lead him to acceptance.

LRLRLR*~*~*LRLRLR*~*~*LRLRLR

Meanwhile, within the castle ruins of the Everfree Forest of Equestria, Discord was resting on his checkered-pattern divan and watching his cotton candy cloud. On it is the image of the Gryphon in all of his misery. Thanks to the powers he has given his two henchmen Kaa and Hiss, the two snakes can transport themselves to different worlds like he can.

Discord then chuckled as he held his carton of popcorn in his snake tail.

"How amusing," he then said. "This gryphon wants to serve someone who would accept him." He then snapped his fingers, and a heart-shaped picture frame appeared into his eagle claw, holding a picture of Princess Celestia.

"I think I've found someone to help me catch you again, Tia baby," he purred before kissing the picture.

"_Bosss, are you making out with your Princesss' picture again?"_ Kaa asked through the telepathy in his horns, sounding rather disgusted. He growled at the cotton candy cloud.

"Just shut up and bring that gryphon here before I pluck your feathers out!" he yelled.

LRLRLR*~*~*LRLRLR*~*~*LRLRLR

Hiss turned to Kaa as he jumped with a yelp and gave him an annoyed look.

"What did you do to make him yell at you again?" he inquired flatly.

"He wasss kisssing hisss princesss' picture again," Kaa answered, rubbing his finger/feather in where his ear should be. "Anyway, he hasss given usss ordersss to bring him the gryphon." Hiss gulped before turning to the mourning creature. Despite his beaten stated, he still poses as fatal danger in the yellow snake's book.

"He'sss kidding, right?" he asked with a whimper.

"No…No, he'sss not." Kaa then slithered out of the brush and towards the Gryphon, Hiss glaring after him.

"If he eatsss usss," he muttered under his breath, "I'm taking it out on _you_." He then slithered after his comrade and towards the Gryphon, who fortunately has not noticed them yet.

The Gryphon was too upset to notice the winged snakes slithering towards him. At the moment, he was wishing to die right now…right here in the Forbidden Forest.

_I'm certain it would be better this way_, he thought before drifting off into a peaceful sleep. With that, he failed to notice the strange feeling of scales slithering around his body…the touch of soft feathers…and the rush of the wind around him.


	2. Plans of Passionate Action

**Ch.2: Plans of Passionate Action**

Devon, Cornwall, and Ayden opened their eyes groggily as they came to their senses…only to find themselves in cages in some sort of ruin!

"Wha—What's going on here?" Cornwall cried, obviously freaked out.

"Oh, pipe down, you!" a voice answered sharply. "If you haven't hitched a ride with usss, you wouldn't be locked up right now, would you?"

The falcon and the two-headed dragon turned to see Kaa glaring at them with his wings crossing over his serpentine chest. Behind them, Discord was healing the injuries of the unconscious Gryphon with Hiss as his aid. Despite his powers being limited, Discord wants him to be completely healthy.

The three prisoners remember pretty much before they found themselves in cages. They were in the Forbidden Forest after hearing rumors of Ruber's Gryphon hiding away in it, hoping to find truth to those rumors. When they found the sleeping Gryphon and the winged snakes coiling around his body, Ayden shot forward to help him. Devon and Cornwall tried to stop the little falcon, and there was a huge flash of light before the three of them blacked out.

"Mind telling us what you are doing to that Gryphon?" Devon asked smugly, pointing at said creature.

"Uh…healing him?" Hiss answered as Discord used his powers to regrow the feathers in the Gryphon's wings. Ayden then squawked at them. Discord obviously must have understood him, having a bird wing and eagle claw.

"Oh, nothing really," he answered, looking up at him with a grin. "I just want to hire him for my biggest plan."

"And just what _is_ your biggest plan?" Cornwall demanded, rather agitated.

"You'll find out sssoon enough," Kaa answered before turning to his master. Discord then brushed the palms of his hands together to clean them off, a sign that he has finished his work.

"Alright," he said. "He's all healed. Now give him the smelling salts." He then stepped back as Hiss took out a green bottle from his cape. Removing the cork, he then held it under the Gryphon's beak tip, the wipe vapors seeping around it. The Gryphon groaned before opening his eyes…and staggered with a cry at the sight of the Draconequus before him.

"Wha—What are you?" he yelled. "Where am I?" Discord simply smiled at him before approaching him slowly.

"Now, now," he said to him. "There's no need for you to be scared. I'm the one who answered your prayers for a new master, one who would accept you." The Gryphon stood up straight with a confused look in his bright green eyes.

"You're…my new master?"

"That's right," the mishmash demon answered. "I am Discord, Spirit of Chaos and Disharmony…and you are in Equestria."

"Chaos is right," Cornwall whispered to Devon. "He looks like some messed-up dragon created by Frankenstein."

"Equestria? I've never heard of such a place."

"Well, that's because you're in a another world now," Discord answered matter-of-factly. "It's much like your world, only the inhabitants here are Earth Ponies, Unicorns, and Pegasi. Oh, sure, there are some dragons and gryphons and a good number of mystical creatures as well as normal creatures, but the Ponies are the main inhabitants here."

"Ponies…instead of humans?" The Gryphon was having a hard time getting it all to sink in because this is all new to him. "Are you sure I am not…dead?" Discord smiled before reaching his talon out to him. Before anyone could react, the Draconequus scratched his arm, making him leap back with a screech.

"Ouch…" Cornwall hissed as Devon winced and Ayden squawked and flapped his wings with shock.

"THAT HURT!" he then yelled at Discord, causing Hiss to cower behind Kaa. The scratch wasn't deep enough to make him bleed; they were only shallow enough to leave red marks. He was used to the pain he would occasionally receive from Ruber, but still…it hurts and burns like fire.

"Exactly," Discord stated with a smirk. "If you're dead, you wouldn't be able to feel pain."

"Alright, you convinced me," the Gryphon growled before licking his scratch to ease the pain. "But why have you brought me here?"

"Well, you _said_ you wanted a new master," Discord answered, hopping onto his divan that appeared behind him with a _poof_. "Someone who would accept you…because you believe servitude is what will lead you to acceptance."

The Gryphon looked up at him in shock. How does he know all those things? He must have incredible magic at his disposal as great as that of Merlin himself! I mean, how else did he end up in another world without this being's help?

"You must be powerful enough to have brought me here and know my thoughts and beliefs," he stated suspiciously.

"Well, not all _that_ powerful," Discord stated, sipping some chocolate milk from a martini glass. "Thanks to another source of magic, my powers are now limited and I needed time to recharge."

"I see," the Gryphon replied, wanting to show him the greatest of respect (he _is_ his new master, after all). "I take it you have chosen me for an important task?"

"Correct-a-mundo!" he answered in a singsong tone. "See, the thing is…I'm in love with this mare here." He then snapped his fingers, and a picture of Princess Celestia appeared before the Gryphon.

Said creature never saw anything as magnificent as her. A mare with a horn like a unicorn and wings like a pegasus is truly a sight to behold, especially with the pastel mane and tail that seems to sway so majestically and the royal crown, necklace, and shoes she has on.

"I can see why," he replied, turning to Discord. "She's beautiful." He heard Cornwall give out a tiger growl and Devon a wolf whistle but ignored them.

"As well as kind-hearted, wise, powerful…" he added with a smile. "The list just goes on and on. Her name is Princess Celestia, High Ruler of Equestria."

"A princess?" the Gryphon replied with wide eyes. "Now _that_ is incredible. She must have many suitors to rival you."

"Nah, she and her baby sister Luna are the only Alicorns I know," Discord explained. "And every single male Pony in Equestria don't find themselves worthy to court and woo my princess. Anyway, I want you to help me get a hold of Celestia so that I can woo her with every passion within my chaotic heart."

"You want me to kidnap her?" the Gryphon cried with shock. "Uh, not to be disobedient, Discord, but I would never harm a lady, let alone a mare _and _a princess in one. I've been trained to be…a well-mannered gentleman, and I am quite chivalrous when it comes to the opposite sex."

"Will you relax?" Discord replied. "I'm not gonna send you to her castle to snatch her and bring her to me. She's so powerful, every feather on you will stuffed into a silky comforter before your wings can take their fifth flap." The Gryphon shuddered at the unpleasant thought. That would make getting roasted by that two-headed dragon more pleasant.

"What I want you to do is get me to get to her," Discord then explained. "My plan is that I will disguise myself as an accessory and put myself on you. You will then head to Ponyville where her student Twilight Sparkle and her friends live. You'll then gain one of her friends' trust, and she'll get you a personal audience with Celestia. Then leave the rest to me."

The Gryphon thought about it. It sounds like the perfect plan, but which Pony will it be?

"Now to figure up which Pony to hook you up with," Discord said, sounding like he's reading his mind. He then snapped his fingers, and a board appeared in beside him bearing six pictures, each of one of the Mane Six. He then took out a black marker.

"Well, Twilight's already taken," he said, drawing an X on Twilight's picture. "That I know. Applejack? Eh, too busy-body." He drew an X on the orange Earth Pony.

"Pinkie Pie? Uh…she might be a bit too hyper for you." He then drew an X on Pinkie while mumbling, "Never thought I'd hear myself say that." He then checked the last three pictures.

"No offense," he said, drawing an X on Fluttershy, "but you'll probably scare off Fluttershy." He then drew an X on Rarity.

"Don't wanna get Spike jealous," he stated. "So that leaves…Rainbow Dash!" He then turned to the Gryphon with a smirk. "Oh, you're _definitely_ gonna love her."

The Gryphon then looked at her picture. It's no wonder her name's Rainbow; her mane and tail are rainbow-colored. And her coat is so bright blue, she can easily blend in with the day sky…if it weren't for her hair. And her eyes are as red as a rose and shine with a passion for action and adventure…just like Kayley.

"Are you sure I can pull it off?" he then asked. "She doesn't seem like one who wants romance in her life."

"Oh, don't worry," Discord stated. "She has a bit of competitive streak on her, so maybe you can use that to your advantage."

"A competitive streak?"

"Yeah, she loves racing because she's really fast. I'm certain that if you prove yourself a match for her, she'll flip."

"I…I guess I can give it a try," the Gryphon replied hesitantly.

"Splendid!" Discord replied with a clap of his hands. "Okay, now I just need to disguise myself. Let's see…" He then snapped his fingers and turned into a golden crown with rubies and emeralds in a flash.

"No, too royal." Another flash of light, and he transformed into a Superman costume.

"Too buff." He then transformed into a jade collar with a topaz lightning bolt.

"Ah, perfect!" The collar then floated over to the Gryphon and latched itself around his neck. The great creature then looked at himself in a nearby mirror.

"Oh, yeah," Discord chuckled slyly. "You're definitely smokin', Lionwing." The Gryphon then looked down at the topaz that the demon's speaking through.

"'Lionwing'?"

"Well, I can't call you 'Gryphon' all the time," the disguised demon stated. "Besides, it makes you sound hot. Just hearing your name will make Rainbow swoon over ya." He then ended this comment with a sexy tiger growl.

"Point taken…I guess," the Gryphon now called Lionwing replied, staring at him awkwardly.

"Now let's go," Discord said. "Kaa! Hiss!" The two snakes stood up straight like soldiers in attention.

"Yesss, bosss."

"You stay here and keep an eye on the two-headed dragon and their falcon. Make sure they don't escape." The two snakes saluted the collar with their wings as Devon and Cornwall growled at them.

"Alright, Lionwing," the demon-turned-collar then said to the gryphon. "I'll give you the directions of where to go. Let's fly!" Lionwing then spread his wings and took off into the sky through the hole in the roof. Once the two of them are gone, Devon turned to Cornwall.

"What are we to do now?" he hissed lowly so the snakes wouldn't hear them. Ayden then cooed something to them softly, and Cornwall snapped his fingers in reply.

"Oh, yeah," he whispered. "I almost forgot about the bag that Merlin gave us to use on the Gryphon."

"I think he prefers to be called Lionwing now," Devon stated softly. Cornwall turned to him in reply.

"What?"

"Well, now that I think about it, it will be rather annoying to be calling him 'Gryphon' all the time since he _is_ a gryphon." Cornwall then thought about it.

"Ya got a point." He then reached under his wing and pulled out a small violet bag tied closed with a small golden cord with tassels. Untying the cord, the two-headed dragon pulled out a black acorn with a silver lid out of the bag.

"Hope this works," Cornwall said, holding the acorn up to Devon.

"Put the snakes to sleep temporarily," Devon hissed before blowing on the acorn. Cornwall then rolled the acorn out of the cage and towards the snakes standing guard. Kaa was the first who saw the little seed.

"What isss _that_?" he asked. Hiss then looked down at the little acorn.

"It looksss like an acorn," he answered. Kaa looked at him as if he were giving him an arched eyebrow.

"Sssince _when_ are acornsss black?" he asked. Before his partner could answer, the lid popped off of the acorn, which then released a violet mist seeping up into their faces. Their eyes then got droopy, and they began to wobble.

"Why isss Hissy sssleepy?" Hiss moaned before collapsing on the ground, followed by Kaa.

"Huh, pretty cool," Cornwall stated as Devon used their fire to melt the lock. Once the cage is open, they let Ayden out of the cage.

"Well, now that's taken care of, what do we do now?" After perching himself on the dragon's shoulder, he squawked out an idea that made Cornwall grimace in reply.

"Help Lionwing win that Rainbow Dash over? Are you crazy?" he yelled as Devon thought it over. "That will only lead that freakazoid closer to capturing that hot princess."

"Actually, I think Ayden's on to something, Corny. If we can get him to fall in love with Rainbow Dash for _real_, Lionwing will regret going along with Discord's plan and diss him." Cornwall blinked in reply.

"Huh, never thought of that," he replied before turning to the little bag filled with more black acorns. "Good thing we have plenty of acorns." The dragon and falcon then flew out of the room and after Lionwing, keeping a good distance so as not to attract his attention.


	3. Hotshot Gryphon vs Speed Demon Pegasus

**Ch.3: Hotshot Gryphon Vs. Speed-Demon Pegasus**

As the sun shown above him in the sky, Lionwing looked around for any sign of Rainbow Dash. He had already got out of the Everfree Forest, but now he has to look for her. According to Discord, she lives in Ponyville, a village not to far from the forest. Now if he can only find her…

Just then, something caught his eye, a glint of some kind coming from the ground.

"What in the world is _that_?" he asked Discord, who's still disguised as his collar.

"I don't know," the disguised Draconequus answered, "but I've a feeling that it might lead us to Rainbow Dash. Go check it out." Lionwing obeyed and flew down to the ground.

What Lionwing saw surprised him. The glint was really a propeller strapped to a tortoise wearing goggles, and it was allowing the reptile to fly above the ground.

"Well, _there's_ something you don't see everyday," Discord said before a drop of drool fell on his head. "Oh, gross! What the hay was that—" He then realized the hungry look in Lionwing's eyes as he eyed up the green creature.

"Oh, no!" the disguised demon said. "Don't even think about it! Do you have _any _idea how tough tortoise skin is to chew?" Lionwing didn't seem to have heard him as he lunged out at the tortoise, which fortunately flew quickly out of his grasp. The mystical creature looked up at him as he flew off and took off after him.

"Come back here, you tender little morsel!" he roared as they flew around the corner of a group of trees. But he suddenly stopped with a screech when he saw the tortoise fly behind a Pegasus pony flying three feet above the ground…Rainbow Dash!

"Tank?" she cried, looking at the tortoise with surprise as he hid his head, feet, and tail into his shell. "What's wrong, buddy?" She then turned the gryphon staring at her in awe.

_By Excalibur's blade_, Lionwing thought. _Her picture has _not _done her justice;_ _she is as radiant as her name._

"Hey, pal!" she yelled, flying up to his face with a glare. "Just who do you think you are harassing my pet like that?" Lionwing then glared back at her, annoyed at her rude greeting.

_Apparently, her _manners _aren't_, he thought.

"And just who do you think _you_ are yelling me like _that_?" he shot back. If Discord wasn't disguised as a collar, he'd be slapping the palm of his paw into his face right now.

"_No, you idiot!"_ he yelled in his head. _"That's not how you greet her! You're supposed to be a gentleman!"_ Realizing his mistake, Lionwing shook his head and cleared his throat.

"My-My apologies, milady," he said quickly and calmly. "I had no idea that turtle is your pet."

"Okay, first of all," Rainbow said, still glaring at him, "Tank's a _tortoise_. If you're going to talk about him, _please _do it properly. Second, didn't occur to you that he was wearing a propeller, a sign that he _belongs _to someone, mainly _me_?"

"I said I was sorry," he protested. "Just let me make it up to you, please?"

"If you want to make it up to me," she snapped, "then make like the wind and blow this joint." She then turned to leave with Tank beside her.

"_Don't just _stand _there!" _Discord hissed. _"Stop her!"_ Quickly, Lionwing flew to block her path.

"Hey!" she snapped, shooting him a death glare as he smirked at her. She then tried to take another path, only to have Lionwing block it as well. She then tried a different path. Same thing.

"Will you knock it off?" she yelled. "What's your problem?"

"I am not letting you leave until you tell me how I can make it up to you," he answered.

"_Good one,"_ Discord said, impressed with the gryphon.

"_It was the first excuse I can think up,"_ Lionwing "said" to him. Rainbow glared at the gryphon as Tank hid behind her.

"You just wouldn't give up, would you?" she replied angrily.

"I'm probably just as stubborn as _you_ are," he chuckled. He knows it's rude, but as they always say: "An eye for an eye…" Rainbow then gave him a sly smirk.

"All right, Mr. Hotshot," she said to him, "if you _really_ want to make it up to me for scaring my pet tortoise, how about we have ourselves a little race?"

"Sounds perfect," Lionwing answered with a proud smile, "but I have to warn you, I am a fast gryphon. I was quick and swift as I was dodging a barrage of flaming arrows aiming straight for me." Rainbow blinked at him in awe.

"Seriously?" she gasped. "That is so totally awesome!" Realizing what she was saying, she shook her head and mentally slapped herself.

"Uh, I mean, I'll be sure to keep that in mind," she said, trying to sound all-tough. She then looked around to find the perfect finish line until she spotted it.

"Okay, here's the crash course," she said, pointing it out to Lionwing. "We'll start beside the trees and race towards those two rows of trimmed pines, which we'll zigzag through. Then we'll fly up to that group of clouds and fly loop-de-loops around them. Then we'll skydive to the ground until we're a few feet from it and dash for that hill with the wildflowers. First one to reach the hill wins, but the first to touch the ground, trees, or clouds before the hill will be DQ'ed." Lionwing turned to her in confusion.

"I beg your pardon?"

"Disqualified?" she explained. "You know, loose automatically?" The gryphon then got it quickly.

"Oh, yes, of course," he laughed. "I understand. I apologize; I'm…new here."

"Yeah, I kinda figured that," the blue Pegasus stated with a smirk. "You're the first gryphon I've ever met with black feathers. Uh, what did you say your name was again?"

"I never gave you my name actually," he replied, "and it is Lionwing."

"Lionwing," Rainbow said with some thought. "Pretty cool name. Name's Rainbow Dash, but you can just call me Rainbow." She then turned to her tortoise. "And this is my pet tortoise Tank."

"Quite the name for someone with a strong shell," he replied with a smile. Tank just smiled back at him in reply, making the gryphon think that he forgave him for trying to eat him.

While the two of them were talking, Devon, Cornwall, and Ayden were hiding within the trees and overhearing their conversation.

"A race, huh?" Cornwall said with a sly smirk. "Devy, I've just hatched up a plan." He then whispered the plan into the taller head's ear, and Devon paid attention to the plan carefully. He then smiled as Cornwall finished the plan.

"Brilliant, Corny," he said before turning to Ayden. "You got all that, Ayden?" The falcon winked at the two-headed dragon to say yes.

"Okay, we'll wait until they speed off for the clouds," Cornwall said. "When they do, that's when _we'll_ fly into action." They then stood quietly as Lionwing and Rainbow Dash got ready to race.

"Ready?" Rainbow asked.

"As ready as I'll ever be," Lionwing answered. The two of them then turned to their front.

"On your mark…get set…GO!" And the two of them sped off towards the two rows of trees, each row having ten perfectly trimmed pines.

_All right, then, hotshot, _Rainbow then thought to herself. _If you can dodge a barrage of flaming arrows, then you can easily zigzag through these trees no problem._ She then flew through her row of trees, zigzagging through the pines with ease and not touching them even once.

Lionwing did the same, his lion tail swishing behind him with exquisite grace and his eagle wings beating with great power. And not a single part of his body, not even a feather or a claw or a hair from his tail's tip, touched even a needle on the trees.

_Not bad,_ Rainbow Dash thought with a smirk. _But let's see how good you are at the loop-de-loop._ She then flew up to the clouds with the gryphon right behind her. She was like a rainbow-colored roller coaster looping around the clouds, and Lionwing a roller coaster of gold and black. It won't be long until he catches up to her. She'll have to speed it up a little.

After the last loop around the last cloud, Rainbow Dash dove down to the ground and pulled up before she could crash, speeding off for the flowery hill. Lionwing did the same and avoided the crash as well easily. It won't be long until he has caught up to his opponent…

Just then, a rope appeared between two smaller hills not too far from the flowery hill, making him trip and tumble in midair towards Rainbow Dash.

"Whoa-oh-oh-oh-oh-LOOK OUT!" Rainbow Dash looked behind her and cried out with surprise as Lionwing crashed into her, making both of them tumble onto the top of the flowery hill and then down the back of it.

"_You better grab something quick,"_ Discord cried to Lionwing, _"before I loose my lunch!"_ Thinking fast, Lionwing caught onto the grassy side of the hill with his claws to stop his tumble. As he now lied upright on the side of the hill, he sighed with relief and opened his eyes.

What he saw made him blush with surprise. Between him and the hill lied Rainbow Dash, wrapped within his other arm and her chest and stomach pressed into his chest and stomach. She opened her eyes and blushed when she saw the position the two of them were in.

For some strange reason, however, the Pegasus doesn't seem to mind. His strong eagle arm around him felt soft as goose feather pillows, and the fur against hers is warm and gentle as silk.

Lionwing was also enchanted by the situation they're in. Just staring into her rosy red eyes made his heart pound into her chest like crazy, especially when the tip of his beak is a mere half centimeter from her snout. They stood this way for about a couple of moments before Lionwing finally spoke up.

"Uh…oops." Hearing his voice, Rainbow Dash quickly snapped out of it.

"Wha-What made you crash like that?" she asked.

"I don't know," he answered nervously. "I tripped over something but didn't see what it was. Felt like a rope, though." He then carefully freed her from his embrace, regretting the loss of it, and looked up over the hill to find nothing.

"Whatever it was," he stated, "it is gone now." He then turned to Rainbow, who was standing up again. He couldn't help but gaze at her in awe because she has colorful flowers stuck in her mane. She just looks so beautiful right now, especially when she sways it around in the wind…

"What?" Realizing he was staring at her, Lionwing quickly shook his head with a blushing face.

"I'm sorry," he answered nervously. "It's just that…you have flowers in your mane."

_D'oh, stupid excuse, _he thought with a wince as Rainbow checked her petal-covered mane. _Sure, it is the truth, but still…STUPID!_

"Good thing Rarity and Fluttershy are at the spa today," the rainbow-maned Pegasus giggled. "They'd go nuts if they saw this." She then looked up at the gryphon.

"Good racing, by the way," she added, still smiling. "With moves like that, you're likely to be the first ever gryphon member of the Wonderbolts." Although Lionwing has _no _idea who the Wonderbolts are, but that comment flattered him.

"Why, thank you, Rainbow," he replied. "And may I say that _you_ are quite incredible as well."

"Aw, quit buttering me up, you!" she laughed, giving him a playful punch in the arm. Lionwing couldn't help but smile; he's already starting to like her _and _her tomboyish attitude.

"Hey," Rainbow then said to him. "Why don't you come with me to Ponyville and meet my friends? I'm sure they'll love ya."

"Well, I am new here," Lionwing replied, "so why not?"

"Great!" she cheered with glee as she grabbed his claw. "Let's go!" She then turned to Tank who was flying over to them. "C'mon, Tank!" She then pulled Lionwing after her, earning her a big "Whoa!" from him, and Tank flew after him.

Meanwhile, behind one of the two hills in front of the flowery one, Devon, Cornwall, and Ayden were hiding and clutching the rope they use to make Lionwing trip close to the dragon's chest. They have just used one of their acorns to bring up the piece of equipment

"That was close," Devon said with a relieved sigh, "but it appears your calculations were correct, Corny. How did you know that they would end up in that position?"

"I didn't actually," Cornwall answered. "I thought they would just roll all the way down to the hill, and Rainbow would end up lying on Lionwing's chest…but then again, that result works too."

"We better keep an eye on them and make sure things go smoothly enough that they'll end up in a romantic cuddle," Devon said. With a nod from the second head, the two-headed dragon and the silver-winged falcon set off after their targets heading for Ponyville. They are now ready to carry out their big mission to hook Lionwing and Rainbow Dash up. It's a little something that Cornwall would call…Operation: Gryphon Love!


	4. Suspicious Martian and Unicorn Couple

**Ch.4: Suspicious Martian and Unicorn Couple**

Inside the Sugar Cube Corner, Twilight was enjoying herself as she had a chocolate strawberry shake…especially since she's enjoying it with her Martian boyfriend, Marvin X-2. Spike is also with them, enjoying a red-velvet gumdrop cupcake…or two…or maybe even six. The intelligent couple does not seem to notice, as they were too busy gazing into each other's eyes.

"Oh, Marvin," Twilight sighed with a smile. "I really enjoyed our reading by the fire together last night. Is there _anything_ you can't do?"

"Well," he answered, taking her hoof into his hands, "I can't live a day without looking at your beautiful eyes, my dearest Twilight…"

"Ohh…"

"And on that note," Spike said, taking his cupcakes and walking away from the table, "I'm outta here." The two of them couldn't help but laugh. Ever since they've started dating, Spike has been giving the lovebirds some privacy when he knows they're about to get mushy.

"Preteens…" Twilight stated with a shrug.

Their romantic moment was cut short for a bit when the door opened. The two of them then turned and were surprised to see Rainbow Dash enter the shop with Lionwing. Spike was also surprised to see his Pegasus friend with a gryphon. His teeth were halfway in a bite into his cupcake.

"Hey, guys," Rainbow said, waving to her friends. "I want you to meet Lionwing. He's new here." She then turned to the gryphon.

"Lionwing," she introduced, "this is Twilight Sparkle. Call her Twilight if you like." Twilight gave him a small wave, and he nodded to her politely.

"This is Martian Commander Marvin X-2," Rainbow then added. "Call him Marv or Marvin."

"Hello," he said to the gryphon.

"Commander," Lionwing replied, giving him a proper salute.

"And this is Spike, Twilight's assistant/adopted brother," Rainbow finished. Lionwing turned and smiled at the little dragon in the middle of biting his cupcake. He has to admit that he's simply adorable when he's so tiny and innocent like any other baby dragon.

Just then, Pinkie Pie came into the room with a chocolate shake.

"Here you are, Spike," she sang to the little dragon. "One yummy chocolate sha—Oh, hi, Rainbow! Who's your friend here?" Unlike the other three, Pinkie Pie looked more than happy to meet Rainbow's new friend.

"Hi, Pinkie," the Pegasus answered with a smile to her fellow prankster. "This is Lionwing. Lionwing, this is Pinkie Pie." Lionwing held his claw out to the pink Pony to shake her hoof.

"How do you do, mi—Whoa!" he cried out when Pinkie grabbed his claw with both hooves and shook it vigorously.

"Hi, nice to meet ya, Lionwing!" she said in her caffeine-hyper pace. "I see you met Twilight! Did Rainbow tell that she's Princess Celestia's personal student? And Spike helps with her studies, and Marvin's dating her! I don't think you know this, but I'm a party planner who plans parties for all sorts of events! Did you meet Fluttershy and Rarity and Applejack yet? Oh, and wait until you meet—"

"Uh, Pinkie?" Rainbow said quickly. "You're shaking him too much." Confused, she turned to Lionwing, whose head is shaking like a bobble-head.

"Whoopsie!" she said, quickly letting go. "Sorry. I'm just so excited to meet a new friend!"

"Oh, that's alright," the dizzy gryphon as he slowly came to his senses.

"_I told you she was hyper, didn't I?"_ Discord said to him. Lionwing decided to ignore him.

"Where did you say you were from, Lionwing?" Marvin asked suspiciously but not showing much of his suspicion.

"Oh, uh…" Lionwing answered nervously, "from the mountain not far from here. I just moved there with my colony."

"Wow, from the mountain?" Pinkie Pie asked in excitement. "I didn't think anyone would move there because it use to be a dragon's place for his nap."

"Personally, I blame it on the real estate agent," Spike mumbled to himself. He jumped with a yelp when there was a loud growl in the room and hid behind Twilight.

"It was a joke!" he protested quickly. Lionwing looked down at his stomach sheepishly.

"My apologies," he said with a blush. "That was my stomach." Rainbow chuckled in reply.

"I figured our little race would make you work up an appetite," she said to him before turning to Pinkie. "You have that order I made ready, Pinkie?"

"It'll be ready soon," Pinkie answered with a cheerful smile. "Mrs. Cake and I just need to put the peppermint icing on it." As the three of them went to check on the cupcakes, Twilight turned to Marvin.

"I take it you got those aura senses of yours kicked in again?" she asked, arching an eyebrow at the gryphon. Apparently, she's just as suspicious as her boyfriend.

"They have," he answered, rubbing his chin in thought. "There's something about him that just doesn't seem right…I think it has something to do with that collar of his…"

"I'm sure he's not _that_ bad," Spike replied, licking the icing mustache of his upper lip. "He probably has a…you know, strange taste in jewelry."

"I don't know, Spike," Twilight replied. "I'm sensing something off about that collar too." Spike turned to his adopted sister and Martian friend in reply.

"Are you saying there's something wrong about Lionwing's collar and _not_ Lionwing himself?" he asked. The two of them nodded in answer.

"I guess that makes a little sense," he replied with a shrug as Rainbow Dash, Lionwing, and Pinkie Pie came out again with a box of cupcakes on Lionwing's back.

"Thanks for the cupcakes, Pinkie," the blue Pegasus said before turning to the gryphon.

"C'mon, Lionwing," she said. "If we're lucky, we'll catch Rarity and Fluttershy just outside the spa." Twilight blinked before looking into her day planner.

"It's Tuesday already?" she asked. "Applejack said she was going to come over to the library today for a book she's looking for."

"We'll, I think we have plenty of time to meet up with her," Marvin said, looking at his watch.

"Great," Rainbow replied. "We can go with you so Lionwing can meet her." Twilight was about to protest, but Spike stopped her. Seeing in his eyes that it'll be a bad idea to offend the gryphon in front of Rainbow, she nodded with a hesitant sigh.

"Alright," she replied. After paying for the sweets, they all left for the library, Marvin and Twilight still feeling wary of Lionwing and his jade collar.


	5. Cutie Pie Crusaders

**Ch.5: "Cutie-Pie" Crusaders**

It wasn't long before Twilight, Marvin, Spike, Rainbow, and Lionwing reached the Ponyville Library. As they approached it, Lionwing gazed up at the building in awe.

"I never thought that a library would look like a very large oak tree," he said with fascination.

"Well, of course, it's a large oak tree," Spike replied, turning to the gryphon. "Don't libraries look something like that back at your old home?"

"Not really, no," Lionwing answered, looking down at the little dragon and shaking his head. "Where I came from, the library would usually be a room in a large castle or a normal-looking building."

"Well, _that's _a coincidence," Spike replied with a smile. "Before Twilight and I moved here to Ponyville, we lived in the capital Canterlot. And Twilight practically lived in the library there, which is really a tall tower." Twilight shot him a glare, making him wince with surprise.

"Whaaat?" he protested. "You've been reading and studying there so much since I was a hatchling, it's practically your own home." The lavender Unicorn just rolled her eyes and shook her head with a groan before going into the library with the others right behind her.

"I'm just saying…"

"They're not…always like that towards each other," Lionwing asked Rainbow, "are they?"

"Nah, Twilight loves her little brother dearly," the blue Pegasus answered assuringly. "There are times when he can do things that annoy her like not taking her seriousness so seriously, but still, they're family to each other." With a nod, they entered the library.

"Howdy, Twilight," Applejack said from by the table with Apple Bloom, Sweetie Belle, and Scootaloo. "The girls and I just got here a couple of minutes ago." Lionwing turned and felt like cooing like a dove at the three tiny fillies. They are just so cute and innocent, he could just hug them to death.

"Hi, Applejack," Rainbow said to the orange Earth Pony. "I want you to meet new friend Lionwing. He just moved here." Lionwing then held out his talon out to her and ended up getting shook up by her like with Pinkie Pie.

"Well, howdy-do thar, Lionwing," she said. "Name's Applejack, and we members of the Apple Family of Sweet Apple Acres Farm are always happy to make new friends."

"W-W-Well, th-th-that's n-n-nice," Lionwing replied, getting shook up from the hard shaking. Applejack then let go, and the gryphon tried to steady himself, wondering what it is with Ponies and shaking hands with someone so hard.

"And this is my baby sister Apple Bloom," the Earth Pony then said, turning to said sister. "And these are her friends Sweetie Belle (Rarity's baby sister) and Scootaloo (she's sort of a baby sister to Rainbow)."

"And together…" Apple Bloom cried before all three fillies took super-cool poses.

"We're the Cutie Mark Crusaders!" all three cried in unison. Lionwing blinked in reply.

"Cutie Mark Crusaders?" he replied with confusion. "I thought you'd be more like the Cutie-_Pie _Crusaders."

"Cutie-Pie?" Scootaloo replied, looking a little grossed out at the idea.

"Well, because you're just so adorable," he stated, feeling like he just got on the little ones' bad side.

"I guess he has a point," Sweetie Belle replied after some thought. "With or without our Cutie Marks, we're pretty adorable to him."

"I still like Cutie _Mark_ better," the tiny Pegasus muttered with a pout. Lionwing couldn't help but chuckle.

"If you're looking for my sister, Rainbow," Sweetie Belle then said to the rainbow-maned Pegasus, "I think she's still at the spa with Twilight. You know how much she loves to be pampered."

"Sure do," Rainbow Dash laughed before turning to Lionwing. "Coming, Lionwing?"

"Of course," he replied before turning to Applejack and the Cutie Mark Crusaders. "It was wonderful to meet you, Applejack." His tone then became teasing to the little fillies. "You three as well, Cutie-Pie Crusaders."

"That's Cutie _Mark_!" Scootaloo snapped. Rainbow and Lionwing just laughed at her reaction before saying goodbye to the rest of the group and leaving the library. Applejack turned and frowned at the suspicious look Twilight was giving Lionwing.

"Something wrong, sugar cube?" she asked. Twilight snapped out of her thoughts and turned to her friend.

"Oh, it's Lionwing," she answered. "Marvin and I can't help but get a bad feeling about him. We think it's got something to do with his collar."

"I thought it was just the gryphon himself," Scootaloo growled, still not liking the teasing gryphon hanging out with her role model.

"Well, have y'all talked to Rainbow about your concerns with her new gryphon boyfriend?" Applejack asked.

"They've only just met today," Marvin answered matter-of-factly. "And we would've told her about it, but Spike here didn't think it would be a good idea."

"I just don't want us to go and hurt Rainbow's feelings," he explained with a shrug.

"I dunno," Applejack then said, turning to the door that Rainbow and Lionwing had left through. "He seems like a nice enough cowboy. A strange taste in style with that collar and all, but polite and sweet like Granny Smith's blue-ribbon cinnamon-caramel apple strudel nonetheless."

_That _does _sound like a pretty good comparison,_ Twilight thought with an arched eyebrow. _Still…I have my doubts about Lionwing_.


	6. Touched by Chivalry

**Ch.6: Touched by Chivalry**

"…And then I said to him, 'Spike, darling, you are a _genius_!'" Rarity said with a smile on her newly pampered face as she and Fluttershy were just leaving the spa.

"Oh, my," Fluttershy said softly. "What did you do then?"

"Oh, I simply gave him a kiss on the cheek," the lovely Unicorn answered, "and he fell to the floor with an adorable grin on his face." Fluttershy let out a frightened scream, surprising her friend.

"Oh, darling, there's no need for you to get upset," she assured her. "He's perfectly fine." That's when she bumped into someone taller and with what felt like feathers.

"My deepest apologi—OH, MY!" she cried when she saw that she bumped into Lionwing.

"It was my fault, milady," he said, placing a claw on his chest apologetically. "I wasn't expecting to bump into you like that." Rainbow Dash then stepped up to his side.

"Hi, girls," she said. "I want you to meet my new friend Lionwing. He just moved here." She then turned to the gryphon. "Lionwing, this is Rarity and Fluttershy."

"He-Hello," Fluttershy said timidly. She hasn't forgotten about her encounter with Glida, and she hopes that this new gryphon friend of Rainbow's is different.

"How do you do?" Lionwing said, giving them a small bow.

"Oh, it is so nice to meet you, sir," Rarity said with a smile. "And don't you worry about Fluttershy. She may be a bit timid around newcomers, but she'll open up to you soon once she gets to know you."

"Oh, I understand," he said with a small chuckle. "I used to be shy myself when I was just a fledgling." He then noticed a puddle in front of the two Ponies. "Uh-oh…" Confused, the girls looked down at the puddle.

"Oh, dear," Fluttershy said with concern.

"Oh, I simply cannot cross over without ruining my new hoof pedicure," Rarity said, looking at her freshly polished hoof.

"Why couldn't you just—" Rainbow started before Lionwing knelt down and spread his wing out over the puddle.

"Allow me, miladies," he said with a smile.

"Oh, why, thank you, Lionwing," Rarity said as she and Fluttershy crossed over his wing.

"I hope we don't hurt your wing," Fluttershy said, turning to him with sad eyes.

"Oh, do not worry, Miss Fluttershy," the gryphon assured her with a small smile. "My wings are quite strong enough to handle anything." Fluttershy returned his smile as they got to the other side. Lionwing then stood up and shook his wing a small bit to get the water out.

"I was going to suggest that they just walk around it," Rainbow said to him as he then folded his wing back.

"I apologize," he explained, turning to her with kind eyes, "but I thought it would be necessary to be polite to your friends in order to make a good first impression."

Rainbow blinked with surprise. She never thought that Lionwing was considering himself sensitive to others. Hay, she didn't think that he's trying to prove himself a good friend to her own friends. Then again, she did notice Twilight and Marvin looking at him rather strangely…

"Something bothering you, Rainbow dear?" asked Rarity. The rainbow Pegasus quickly snapped out of it.

"Uh, no," she answered. "I just…wasn't expecting Lionwing to be that much of a gentlecolt." Lionwing decided to take that as Equestrian talk for "gentleman".

"A true gentlecolt is always willing to show the greatest respect for any lady," he stated, taking her front hoof with his claw and kissing it gently. Rainbow Dash blushed in reply while Rarity and Fluttershy went "Awww…" as if they were a cute baby puppy playing with an adorable baby kitten.

"_Whoever said that chivalry is dead sure as hay never met _you," Discord said to the gryphon.

"_It's a habit I have_," Lionwing stated humbly. "_So sue me_."

Meanwhile, not to far from the spa, Devon, Cornwall, and Ayden are hiding in an alley watching the four. Seeing Lionwing kissing Rainbow's hoof then gave Devon a great idea.

"Corny, I'm going to need an acorn," he whispered to his other head. Cornwall then handed him an acorn from their sack.

"Take on a form that would help Lionwing charm Rainbow more," Devon whispered before blowing on it. He then tossed it into the air, and the acorn transformed into a red rose, which then floated over to Lionwing and the Ponies. It then landed on the gryphon's claw.

"Oh, my," Fluttershy said when they saw the flower. "I wonder where that rose came from."

"I am unsure myself, Miss Fluttershy," Lionwing answered, "but I am sure that it would be lovelier here." He then settled the rose on Rainbow's ear, earning him a surprised glance.

"I just think that it looks beautiful on you," he explained with a light blush. "The way it brings out your eyes." Rainbow blushed back with a bashful smile.

"Oh, how romantic," Rarity said to Fluttershy.

"It's just so sweet," the yellow Pegasus concurred. The four of them then headed down the path together, Rainbow and Lionwing walking side by side.

"If we keep this up," Devon then whispered to Cornwall, "Lionwing will end up proposing to her."

"Uh, doesn't he need a _ring_ for that?" the shorter head asked with some thought. Devon then thought about it.

"You have a point there," he replied. "After all, it cannot be a _proper_ marriage proposal without—" He was then cut off when Ayden started squawking at them like crazy.

"Oh, right," Cornwall said, obviously understanding what the silver-winged falcon was saying. "We better catch up with those two." The three of them then ran off to catch up with their targets.


	7. Let Lionwing be Rainbow's Wings

**Ch.7: Let Lionwing be Rainbow's Wings**

A short while later, around the time that the sun was starting to go down, Lionwing and Rainbow Dash had a stroll through the town after seeing Rarity and Fluttershy off. Throughout the whole day they have started to become closer. Really, their shoulders are practically brushing against each other. And Lionwing has wrapped his wing around Rainbow Dash to keep her warm from a sudden breeze (Hint: it has to do with a black acorn).

Throughout the whole day, Lionwing felt himself falling more and more for the tomboyish Pegasus. The moment on that hill caused him to enjoy her heartbeat mixing with his own. Seeing flowers in her mane and the rose in her ear (it's still there, btw) made her adorable in his eyes. And he couldn't get enough of her adorable blush, her fun-filled laugh, and her spirited flying. Even her smile makes him float on cloud nine.

"It's beautiful, isn't it?" Rainbow asked, turning to the sunset. Lionwing looked up and smiled at its marvelous beauty.

"Yes, it is," he answered before looking down at her. "But not as beautiful as _you_." Rainbow couldn't help but blush with a bashful smile.

"You're just saying that," she laughed.

"No…I mean it," he purred, nuzzling his beak into her blushing cheek. Rainbow just returned the nuzzle, recalling all that had happened to her today starting with running into Lionwing.

_**Lionwing:**_** Let me be your wings**

** Let me be your only love**

** Let me take you far beyond the stars**

The two of them then took off to the sky together, feeling free as a pair of swans with one being with the other. Their hearts were so much a-flutter that they began to fly around the clouds, molding them into two pairs of wings in a heart.

_**Rainbow:**_** Let me be your wings**

** Let me lift you high above**

_**LW & RD:**_** Everything we're dreaming of will soon be ours**

They then flew towards the lake and began trailing their feet across the surface as if they were ice-skating. If anypony was watching them, he or she would've think they were the perfect pair of performers.

_**Lionwing: **_**Anything that you desire**

** Anything at all**

_**Rainbow: **_**Anything at all**

_**Lionwing:**_** Every day I'll take you higher**

** And I'll never let you fall**

Rainbow never thought that she would begin to fall in love with a gryphon like Lionwing. After finding out what a huge jerk Glida was, she never thought she would trust gryphons again. But Lionwing…he's completely different. He's polite, a great flyer, he's fun to have around… What more could she ask for in someone like him?

_**Lionwing:**_** Let me be your wings**

** Leave behind the world you know**

** For another world of wondrous things**

_**Rainbow: **_**Wondrous things are sure to happen**

Lionwing of course was surprised that he, a magnificent gryphon, would find more to Rainbow Dash than just her appearance. She helped him make a few new friends who accepted him, and he didn't need Discord's help in fitting in with a group and getting accepted. It was if Rainbow herself was the key to acceptance after all…his angel of mercy.

_**Lionwing:**_** We'll see the universe**

** And dance on Saturn's rings (Oooh, yeah-ah)**

_**LW & RD:**_** Fly with me**

** And I will be**

_**Lionwing:**_** Your wings**

_**Rainbow: **_**Oh, your wings**

They then took off together into the sky once more, its colors becoming shades of red, orange, and yellow that would make autumn leaves green with envy. Lionwing then felt his heart flare up with passion as Rainbow flew loop-de-loops around him, her rose red eyes sparkling lovingly into his yellow-green like a pair of rubies.

_**Rainbow: **_**Oh, anything that you desire**

** Anything at all**

**Every day I'll take you higher**

** And I'll never let you fall**

She then took a nosedive down to the ground below them, and Lionwing shot down after her. As she was halfway from the ground, he scooped her up into his front legs and held her close but gently. The Pegasus Pony then looked up and smiled at him, and he smiled back.

_**Rainbow:**_** Let me be your wings**

_**Lionwing:**_** Let me be your wings**

_**Rainbow:**_** Let me be your only love**

_**Lionwing:**_** Get ready for**

** Another world of wondrous things**

_**Rainbow: **_**Wondrous things**

The then flew down together gently and while holding each other, feeling like one is the wind beneath the other's wings. They have forgotten where they are…not noticed that they have finally reached the ground…not realize that the sun has completely sunk into the horizon to end its descent. They did not care; they were consumed by love.

_**Lionwing:**_** We'll see the universe (Oh, you'll be…)**

** And dance on Saturn's rings (Oh, I'll be…)**

** Heaven isn't too far**

_**Rainbow: **_**Heaven is where you are**

_**Lionwing:**_** Stay with me and**

_**LW & RD:**_** Let me be your wings**

They then rested on a hill, Lionwing holding Rainbow to his side gently with his wing. Oh, but this isn't just any hill. This is the flowery hill where they've begun to have feelings for each other…where they've ended up close to each other and looking into each other's eyes…

"Oh, just look at those two, Cornwall," Devon whispered to him as they and Ayden hid behind a nearby hill. "I think they're going to kiss."

"Just remember to keep it down," whispered the shorter head. "We don't want to give ourselves away." The three of them then watched as Lionwing and Rainbow turned to each other…and looked deeply into each other's eyes…rose red into yellow-green…yellow-green into rose red…they inched closer to each other…their lips mere centimeters from meeting…

Suddenly, a bright flash of golden light flashed out above them! Shielding their eyes, the two lovers pulled away with surprise. As the light faded, they then looked up with shaded eyes to see Princess Celestia flying towards them.

_Not exactly how I planned it_, the disguised Discord thought to himself, _but perfect!_

Just to let you know, I don't own the song. It belongs to the movie Thumbelina, which I also do not own.


	8. Kidnapping of the Princess

**Ch.8: Kidnapping of the Princess**

"Princess Celestia!" Rainbow Dash cried, jumping up to her feet. Lionwing then stood up beside her, awed by the Alicorn's magnificence. The two of them then bowed to her as she landed in front of them.

"Hello, Rainbow Dash," Celestia said to the young Pegasus before turning to Lionwing with a gentle smile. "And who is your new friend?"

"Oh, this is Lionwing," Rainbow answered, blushing as she turns to her new love. "He's new here." Lionwing, being the well-mannered gentleman that he is, then bowed to her with his wings spread out.

"Your majesty," he said to her. "I am honored to meet you for the first time in person."

"The honor is all mine, Lionwing," the white Pony replied, pleased by his gentlemanly manners.

"Uh, Princess?" the confused Rainbow then said to her. "What brings you here if you don't mind me asking.

"Twilight told me that you've befriended this gryphon here," Celestia then answered, "and that there's something strange about his collar that was making her uneasy."

"His collar?" she replied, turning to the jade jewelry with an arched eyebrow. "How come she never talked to _me _about it?"

"She told me that she wanted to," the princess explained, "but she, Marvin, and Spike were afraid of hurting your feelings by not trusting him or giving him a chance." The rainbow Pegasus then thought about it.

"I guess that's a good enough reason," she replied. Princess Celestia then turned her attention to Lionwing's collar. She does indeed sense a strange aura emitting from it…a familiar aura…

"NOW!" Discord then shot out at her, his disguise returning to normal during the process. She was so surprised that she never got the chance to react as he then tackled her to the flower-filled grass.

"Heya, Tia," he purred before planting ticklish pecks on her swan neck.

"Discord, stop!" Celestia ordered in between giggles as she tried to push him off with no success.

"Oh, you're just so _cute_ when you laugh," he chuckled.

"Hey!" Cornwall yelled as the two-headed dragon jumped out from their hiding spot. "Hands off the lady, freakazoid!" Devon turned to him with shock and nervousness.

"Uh, Corny," he mumbled in a warning tone. "I don't think that's such a good idea." Discord turned to them with surprise.

"How did you get out of your cage?" he demanded. "Kaa and Hiss are supposed to be guarding you!"

"Long story short," Cornwall answered, "we knocked them out." Then Ayden flew out and dove at Discord, attacking him.

"Hey, quit it, you little runt!" he yelled, throwing his arms around to get the falcon away from him. When he did, Princess Celestia squirmed away and took off to the sky. As she did, Discord grabbed poor Ayden before he can fly away.

"You little pain in the neck!" he yelled with a glare. "You should've backed off when you had the chance!" Lionwing, who was in a state of shock at the time, quickly snapped out of it and turned to Rainbow.

"Rainbow, you go and help your princess," he said to her quickly. "I will take care of him." Rainbow nodded and flew off as Devon and Cornwall jumped the Draconequus, freeing Ayden from his clutches. Seeing his chance, the gryphon shot out and scooped up the stunned falcon to get him out of harm's way.

"You will be safe up here, Silverwings," he said softly as he settled him on the branch of a nearby tree. He then turned and flew back to help Devon and Cornwall fight off Discord. But just when he was about a foot from them…

BAM! The Draconequus shot his fists out as if his arms were made of rubber, hitting the dragon in the gut and the gryphon in the face. It may have knocked Lionwing out, but Devon and Cornwall were merely stunned. However, it gave Discord the opportunity to take off after Celestia and Rainbow Dash.

Once in the sky, he spotted his princess and Lionwing's Pegasus flying as fast as they could through the evening sky. He then grinned with delight. He will capture _both_ of them; Discord can have his filly _and _get back at Lionwing for his betrayal. He then snapped his fingers, and both Ponies' wings and Celestia's horn vanished in a flash of light.

"Oh, no!" the princess cried.

"Not again!" Rainbow concurred as they began to fall to the ground below. However, the second they began falling, Discord had a steel cage appear under them to catch them. Once it locked itself shut, he flew over to the two trapped Ponies.

"Once again, Celestia," he purred, tracing his lion finger up from her neck to her chin, "you're mine."

"Leave Rainbow Dash out of this, Discord!" the Alicorn demanded, pulling away from his flirty touch. "She has done nothing to you!"

"True," he stated, glaring at the rainbow Pony hiding behind her princess. "But she's the cause of Lionwing's betrayal." Rainbow felt her heart sink at what she had heard.

"Lionwing's…working for you?" Discord simply gave her a smug smirk.

"He _used _to," he answered her, "but he had the nerve to stab me in the back because he's fallen for you for _real_! I swear, that guy has a weird taste in girls."

"But didn't _you_ try to hook us up in the first place?" Rainbow asked. Short pause.

"I'm just gonna ignore that question," he said before snapping his fingers. And all three of them vanished in a flash of light.

Back at the ground, Devon and Cornwall have just gotten out of their stunned state and are now trying to revive the unconscious Lionwing.

"C'mon, Lionwing," Cornwall said, gently smacking his cheek. "Wake up already."

"Maybe this will help," Devon said, taking out a black acorn. "Help wake Lionwing up." He then blew onto it, and the acorn transformed into a bucket of water. The dragon then dumped its contents onto the gryphon, waking him up in an instant.

"Wha—What the—" he cried, jumping to his feet. "What happened? Where's Discord?" Ayden then flew over to him and squawked what he had witnessed.

"He took Princess Celestia _and _Rainbow Dash?" the gryphon cried in shock. He then let out an unearthly gryphon roar of rage, making the others cringe back in fear. They know Lionwing never means to scare them now; he's just worried about his Pegasus lover.

"If he so much as harm a single hair in her colorful mane," he then hissed, "I will make him wish he never saved me in the first place…"

"Easy there, big guy," Cornwall said to him.

"DON'T TELL ME TO CALM DOWN!" Lionwing yelled. "HE HAS MY RAINBOW!" The two-headed dragon and falcon then saw that he's shedding real tears, tears of pain and sorrow at the thought of loosing the love of his life.

"He probably told her that I was using her at the beginning," he then whimpered. "Rainbow…she must hate me now…" Ayden then settled onto his shoulder and rubbed his head into the larger creature's neck with a reassuring coo.

"Oh, I'm sure she still loves you," Devon said to him, "especially when we tried to get you two together." The panicking Cornwall slapped his hand over his other head's mouth, but it was too late.

"You were trying to what?" the gryphon asked, turning to the dragon.

"Uh, well, ya see," Cornwall started nervously, "the thing is…"

"Wait a minute," Lionwing said with a glare. "The tripping and crashing into Rainbow; the rose I gave her; the breeze that made her cold so I can warm her up…They were all _**YOU**_?"

"It was Ayden's idea!" Cornwall cried, pointing an accusing finger at the falcon. Lionwing calmly turned to said culprit, who just cooed his answer in raptor tongue.

"_You were perfectly made for each other."_ Lionwing then looked down with closed eyes and smiled.

"Thank you," he said to them before looking up at the sky as stars begun to appear. "Now let's go save them." He then spread out his wings and took off to the sky.

"Did he just thank us?" Cornwall then asked in awe.

"I think he did, " Devon answered. Then they and Ayden took off into the sky after their gryphon ally.


	9. Lionwing to the Rescue

**Ch.9: Lionwing to the Rescue**

Kaa and Hiss jumped with yelps and turned with a start when a light flashed behind them. Behind them stood Discord and a cage holding Princess Celestia and Rainbow Dash.

"Ma-Master," Kaa hissed. "We can explain. We were ssstanding watch over the prisonersss asss you have told usss to do when—" He stopped when his superior held up his hand to silence him.

"I'll listen to your excuses later," he said with a glare, "but right now, I want you to guard someone else for me." He then snapped his fingers, and the cage opened up. He then held his lion paw out to Celestia with a flirty grin on his face.

"Shall we, my princess?" he purred. Rainbow shot out between the two deities, anger in her eyes at the chaotic demon.

"Don't you _**DARE**_ touch the princess!" she yelled. Princess Celestia then placed a comforting hoof on the blue Pony's shoulder.

"It will be alright, Rainbow," she said to her assuringly. She then took her hoof off to place it into Discord's paw. He then led her out of the cage before closing it and locking it again. He then turned to Kaa and Hiss sharply.

"Keep watch over Rainbow Dash," he ordered them. "Knowing the traitor Lionwing, he'll be coming here to save her. So be on your guard."

"Right," Hiss replied with a nod. Then Discord and Celestia left for the other room. Once in it, Discord snapped his fingers again to close the doors, leaving Rainbow and his snake minions inside.

"Well, that went well," Hiss said to Kaa with a bit of relief.

"Oh, shut up," Rainbow spatted, turning her back to them. She didn't want them to see her tears that are starting to form in her eyes. She was having a hard time with Lionwing working for Discord. It's like he never liked her in the first place.

"That'sss no way for a lady to talk!" she heard Kaa reply indignantly.

"Well, how would _you _feel if someone you fell in love with turned out to be working for your enemy?" she yelled, turning to him sharply despite her tears. Kaa slithered back in surprise, not expecting that kind of outburst.

"You…fell in love with Lionwing?" Hiss replied in confusion. "I didn't think it was possible sssince he wanted to fit in by ssserving sssomeone." Now it was Rainbow's turn to be confused.

"He's working with Discord to be accepted?" she asked. "Wherever did he get that stupid idea?"

"Well, he probably never told you thisss," Kaa answered calmly, "but Lionwing, like usss, wasss from another world. He ssserved thisss guy and he never felt lonely because of it. With hisss master gone, he then felt alone…until Discord had usss bring him here and convinced him to work for him." Rainbow couldn't believe her ears. Lionwing only wanted to be accepted, and servitude was all he knew.

"Personally, I didn't think you two would fall for each other," Hiss confessed to Rainbow. "I had alwaysss thought gryphonsss and poniesss to be mortal enemies." The rainbow Pony arched her eyebrow at him. That's not how the gryphons and Ponies are in Equestria. Sure, she got ticked off at Glida, but that was only because how she treated her Pony friends.

"_How_ long did you say you've been living here in Equestria?" she asked him.

BAM! Before the two snakes could answer her question, Lionwing flew into one of the smashed open windows and crashed into the two snakes, knocking them out cold.

"Nice sneak attack, Lionwing," Cornwall said as he, Devon, and Ayden flew in after him. The two-headed dragon then went over to the cage and used their dragon fire to melt the lock and free Rainbow. As she stepped out, Lionwing looked away nervously. He's still unsure of what Rainbow thinks of him now that she knows his secret.

"Lionwing…" Rainbow said to him, causing him to turn to her again.

"Rainbow, I'm sorry that I lied to you!" he cried out, tears starting to sting his eyes. "I never meant to hurt like I did. I just…I just never expected to fall in love with you like I have started to when we found ourselves…in that position at the flowery hill."

Rainbow gave him a soft smile. She can tell that he's not lying to her. His tears even backed up the truth. She walked up to him and brushed his tear away with her hoof.

"You can explain everything to me later," she replied softly, "but right now, please help me save Princess Celestia." Lionwing smiled back in reply, feeling in his heart that she has forgiven him.

"Anything for you, my love," he said. "Where is she?"

"Discord took her with him into the other room," she answered, pointing at the closed doors.

Meanwhile, Discord and Celestia were lying on his divan together, Discord holding her while kissing her neck softly. Celestia made no attempt to pull away. She's powerless against him without her wings and horn. And she really enjoys this sort of wooing.

"Dis…Discord," she whimpered softly. "You know that…they'll come to…to save me." The Draconequus just lifted his head up to look into her eyes softly.

"Oh, I know, my little Pony Princess," he purred, nuzzling his nose into her blushing cheek. "That's why I'm making it good while it last." He then pressed his lips into hers for a kiss…just before Lionwing broke down the doors to bust them open! Rainbow trotted up to his right side, Ayden flew onto his shoulder, and Devon and Cornwall stood behind his left.

"Oh, my goodness!" Devon cried, covering his eyes.

"Aw, gross!" Cornwall cried with disgust. "Couch make-out!"

"Get your lips off of her NOW!" Lionwing roared, anger in his bright green eyes. Looking up at him in annoyance, Discord obeyed.

"You know," he said irritably, "there is such things as _knocking _and _please_!"

"You have a lot of nerve kidnapping Rainbow and taking away her wings, demon," the gryphon growled.

"Yeah?" Discord shot back, sitting up straight on the divan with his arms crossing his chest and his tail wrapped around Celestia. "Well, consider it payback for betraying me back at Ponyville."

"I don't care about that now!" Lionwing shot back. "All I care about is getting Rainbow back and making up for what I have done!" His former master then smirked at him.

"Is that a challenge?" he asked. The gryphon is really starting to hate his smirk right now.

"You bet your claws it does," he answered.

"Alright, then," Discord replied. "We'll use physical combat since I'm low on chaotic energy. Last one standing is the winner, and no backup. If I win, Celestia's all mine forever."

"And if I win," Lionwing added, "you must let her and Rainbow Dash go."

"Deal," he replied, getting down on all fours. The gryphon then turned to Devon and Cornwall.

"You two watch Rainbow and Ayden," he said to them. "And don't interfere; this is between him and me." Rainbow then rubbed her head into his neck as Ayden then flew over to the dragon's shoulder.

"Be careful," she whispered to him. Lionwing then rubbed his beak into her nose.

"I'll be alright," he whispered back, "as long as you are safe and out of harm's way." All but the gryphon then stood back, and Lionwing himself stepped forward to face Discord in battle.

The battle then started with Discord charging at him and vice versa. It was vicious but incredible. They fought each other like a pair of male lions fighting over leadership over a pride. Former master against former servant, former servant against former master. Talons against claws/talons, and beak against snaggletooth. Both were in great fury and appeared equally matched. Lionwing can feel pain from the Draconequus' claws/talons in his side or the teeth against his neck, but he kept fighting. He can hear Rainbow cheering him on over the others' voices, and it made him feel stronger. Soon the fight was over, and Discord was down for the count, unable to fight anymore. Lionwing stood on all fours with still strong legs, panting from exhaustion.

"Fight is…over…" he panted to the Draconequus. "I…win…"

"Lionwing!" Rainbow cried, trotting up to her side. Suddenly, she felt herself lifting up from the ground like a kite. She turned to her back and saw that her wings are back.

"My wings!" she cheered happily before turning to Princess Celestia. She has also gotten back her wings _and _her horn. Lionwing's victory must have won them back for the two Ponies.

"Rainbow," the Pegasus Pony heard Lionwing say to her, "are you alright?" She turned to her gryphon lover. He was quite a mess. There were missing or ripped feathers on his neck from where Discord bit him, and the same goes for the feathers on his upper body were his opponent clawed at him. He also has cuts and bruises on him, and his fur is a ruffled mess. There was a scratch on his beak, and Discord came close to leaving a scar over his right eye. Rainbow just wanted to cry in front of him.

"Me?" she cried as she started tearing up. "_You_ got beaten up all over! _I _should be asking you that question!" Lionwing just chuckled a little bit before hugging her, and she cried quietly into his soft chest.

"I apologize, my love," he purred. "I just wanted to be sure."

"I'm just so glad that you're okay," she whimpered with a smile. The two of them then felt a powerful presence and turned to see Princess Celestia approaching them.

"Princess Celestia," Lionwing said to her with a low bow, "I hope you can forgive for what I have done."

"Of course I do," she replied with a smile. "Now let us return to Ponyville…" She then concentrated on a teleportation spell. As she was, she sent a message to Discord alone via mental spell.

"_I will see you again soon, Discord. I promise…"_ Discord smiled in reply, but the others didn't notice.

"_I'll see you later too, my little Pony Princess."_ Celestia smiled before her horn glowed as did herself, Rainbow, and the others (save Discord). And they've vanished in a flash of light. When they did, Discord slowly rose to his feet, his body aching all over. Just then, Kaa and Hiss burst into the room after waking up.

"Master!" Kaa cried. "Are you alright? What happened?"

"I don't want to talk about it right now," the Draconequus answered. "Right now, I need some ice."


	10. Lionwing's Life Anew

**Ch.10: Lionwing's Life Anew**

"And Discord was like 'Yeargh!' and Discord was all 'Augh!'…" Lionwing chuckled as Rainbow Dash told the Cutie Mark Crusaders and her friends all about how he defeated Discord to save her and Princess Celestia. They've all accepted him more now that they know he really loves Rainbow and sacrificed himself to save her and the princess.

Devon, Cornwall, and Ayden have been returned to their home world, but Princess Celestia gave them a magical necklace that will allow them to travel back to Equestria if they wish to visit Lionwing and the others. The gryphon then turned to said princess, seeing her sipping her tea. He smiled before getting up and leaving the library.

Once outside, he looked up at the stars twinkling above him. He now knows he's going to start his life anew, and he'll do it with Rainbow at his side. The gryphon now knows that he doesn't need to serve someone like Ruber or Discord to be accepted into a group. All he had to do was show what a true friend he can really be. And because of his learning this lesson, he has earned Devon, Cornwall, and Ayden's friendship, some Pony friends, and Rainbow's love.

"Lionwing?" The gryphon snapped out of his thoughts and turned to see Rainbow approaching him.

"Are you okay?" she asked as she sat down beside him.

"Yes," he answered, turning away with closed eyes and a slight blush. "I was just thinking about all we've been through." He then turned to her again, this time with sad eyes. "I hope you can forgive me for what I did. I didn't mean to hurt you."

"Lionwing, you shouldn't talk like that," she replied, placing a comforting hoof gently on his bandaged shoulder. "You just wanted to be a part of something…to never be alone. And Discord tricked you; he's known to be a sly one."

"I just feel terrible," he explained. "I never wanted to be alone…no one to talk to, no one to have fun with…my previous life was terrible."

"You think you're alone, Lionwing," Rainbow said before placing her head under his throat, "but you're not. I'm here for you, and so are the others. You can start your life over now."

"I know," he said, looking into his rosy eyes, "and I have you to thank for that." He then wrapped his wings around her, pressed his lips into hers, and kissed her, feeling happier than he ever thought he would.

As Rainbow returned the kiss, Princess Celestia watched them from the doorway before getting out her red book and opening to a blank page. She then used her memory spell to place a picture in it. It shows Lionwing hugging and comforting a crying Rainbow Dash after he defeated Discord in battle. Under it, the Princess wrote down its title: _The Wind Beneath Rainbow's Wings_. After she was done, she put the book away and returned to inside the library, leaving the two winged lovers alone under her sister's twinkling stars.


End file.
